A. CORPORATE GOVERNANCE REPORT
Corporate Governance is a set of principles, processes and systems which govern a company. The elements of Corporate Governance are independence, transparency, accountability, responsibility, compliance, ethics, values and trust. Corporate Governance enables an organization to perform efficiently and ethically generate long term wealth and create value for all its stakeholders.
The Company believes that sound Corporate Governance is critical for enhancing and retaining investor trust and your Company always seeks to ensure that its performance goals are met accordingly. The Company has established systems and procedures to ensure that its Board of Directors is well informed and well equipped to fulfill its overall responsibilities and to provide management with the strategic direction needed to create long term shareholders value. The Company has adopted many ethical and transparent governance practices even before they were mandated by law. The Company has always worked towards building trust with shareholders, employees, customers, suppliers and other stakeholders based on the principles of good corporate governance.
B. COMPANY'S CORPORATE GOVERNANCE PHILOSOPHY
The Company's essential character revolves around values based on transparency, integrity, professionalism and accountability. At the highest level, the Company continuously endeavors to improve upon these aspects on an ongoing basis and adopts innovative approaches for leveraging resources, converting opportunities into achievements through proper empowerment and motivation, fostering a healthy growth and development of human resources to take the Company forward.
C. THE GOVERNANCE STRUCTURE
The Company has four tiers of Corporate Governance structure, viz.:
(i) Strategic Supervision - by the Board of Directors comprising the Executive Directors, Non-Executive Directors and Independent Directors.
(ii) Executive Management - by the Corporate Management comprising of the Group Executive Chairman, the Deputy Managing Director, 4 Executive Directors, 1 Non-Executive Director, 3 Senior Managerial Personnel and one Advisor to the Chairman.
(iii) Strategy & Operational Management - by the Independent Company Boards of each Independent Company (IC) comprising of representatives from the Company Board, Senior Executives from the IC and independent members.
(iv) Operational Management - by the Business Unit (BU) Heads.
The four-tier governance structure, besides ensuring greater management accountability and credibility, facilitates increased autonomy to businesses, performance discipline and development of business leaders, leading to increased public confidence.
D. ROLES OF VARIOUS CONSTITUENTS OF CORPORATE GOVERNANCE IN THE COMPANY
a. Board of Directors (the Board):
The Directors of the Company are in a fiduciary position, empowered to oversee the management functions with a view to ensuring its effectiveness and enhancement of shareholder value. The Board also reviews and approves management's strategic plan & business objectives and monitors the Company's strategic direction.
b. Executive Management Committee (EMC):
The EMC plays an important role in maintaining the linkage between IC's and the Company's Board as well as in realizing inter-IC synergies and benefits across ICs. The key responsibilities of the EMC include approval of policies cutting across IC's and also at Corporate level, covering capital investments, expansions, customer and supplier synergy, Corporate Social Responsibility (CSR) and reviewing the consolidated financials and budgets before they are presented to the Company Board.
c. Group Executive Chairman (GEC):
The GEC is the Chairman of the Board and the Executive Management Committee. His primary role is to provide leadership to the Board and the Corporate Management for realizing the approved strategic plan and business objectives. He presides over the Board and the Shareholders' meetings. The GEC provides leadership and devotes his full attention to certain core actions which include, inter alia, focus on restructuring, mentoring of senior executives, succession planning and corporate governance. He is the interface for critical Government entities and major customers of the Company and Group Companies. He also provides support to the Company and its Group Companies, wherever necessary.
d. Executive Directors (ED)/Senior Management Personnel:
The Executive Directors, as members of the Board, along with the Senior Management Personnel in the Executive Management Committee, contribute to the strategic management of the Company's businesses within Board approved direction and framework. They assume overall responsibility for strategic management of business and corporate functions including its governance processes and top management effectiveness.
e. Non-Executive Directors (NED)/Independent Directors:
The Non-Executive Directors/Independent directors play a critical role in enhancing balance to the Board processes with their independent judgment on issues of strategy, performance, resources, standards of conduct, etc., besides providing the Board with valuable inputs.
f. Independent Company Board (IC Board):
As a part of Lakshya 2016, the Company developed an Organisation Structure to include Hybrid Holding Company. Accordingly, 10 Independent Companies (ICs) (not legal entities) were created. These ICs are managed by their internal "Board" comprising of Senior Executives, Non-Executive Director/Independent Director of the Company's Board and 2-3 Independent external Members. This structure has enabled the Company to empower people and achieve substantial growth in the business.
Looking to the opportunities in International market, especially in GCC countries, Company took an additional initiative of developing the structure, processes and leadership specifically in GCC countries.
E. BOARD OF DIRECTORS
a. Composition of the Board:
The Company's policy is to have an appropriate mix of Executive, Non-Executive & Independent Directors. As on March 31, 2016, the Board comprised of the Group Executive Chairman, the Deputy Managing Director & President, 4 Executive Directors, 4 Non-Executive Directors (3 representing financial institutions) and 10 Independent Directors. The composition of the Board, as on 31st March, 2016, is in conformity with the provisions of the Companies Act, 2013 and Regulation 17 of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 in this respect.
b. Meetings of the Board:
The Meetings of the Board are generally held at the Registered Office of the Company at L&T House, Ballard Estate, Mumbai - 400 001 and also if necessary, in locations, where the Company operates. The Meetings of the Board have been held at regular intervals with a time gap of not more than 120 days between two consecutive Meetings. During the year under review, 9 meetings were held on April 3, 2015, April 4, 2015, May 2, 2015, May 30, 201 5, May 31, 2015, July 31, 2015, September 21, 2015, October 30, 201 5 and January 29, 2016.
The Independent Directors held two meetings during the financial year on July 30, 2015 and September 21, 2015 primarily to discuss succession planning and functioning of the ICs and the IC Boards.
The Independent Directors also met on April 11, 2016 to discuss the performance evaluation of the Board, Committees, Chairman and the individual Directors.
The Company Secretary prepares the agenda and the explanatory notes, in consultation with the Group Executive Chairman and circulates the same in advance to the Directors. Every Director is free to suggest inclusion of items on the agenda. The Board meets at least once every quarter, inter alia, to review the quarterly results. Additional Meetings are held, when necessary. Presentations are made on business operations to the Board by Independent Company/Business Units. Senior management personnel are invited to provide additional inputs for the items being discussed by the Board of Directors as and when necessary. The Minutes of the proceedings of the Meetings of the Board of Directors are noted and the draft minutes are circulated amongst the Members of the Board for their perusal. Comments, if any, received from the Directors are also incorporated in the Minutes, in consultation with the Group Executive Chairman. Thereafter the minutes are signed by the Chairman of the Board at the next meeting.
c. Information to the Board:
The Board of Directors has complete access to the information within the Company, which inter alia includes -
• Annual revenue budgets and capital expenditure plans
• Quarterly results and results of operations of ICs and business segments
• Financing plans of the Company
• Minutes of meeting of Board of Directors, Audit Committee, Nomination & Remuneration Committee, Stakeholders Relationship Committee, Corporate Social Responsibility Committee and Risk Management Committee
• Details of any joint venture, acquisitions of companies or collaboration agreement
• Quarterly report on fatal or serious accidents or dangerous occurrences, any material effluent or pollution problems
• Any materially relevant default, if any, in financial obligations to and by the Company or substantial non-payment for goods sold or services rendered, if any
• Any issue, which involves possible public or product liability claims of substantial nature, including any Judgment or Order, if any, which may have strictures on the conduct of the Company
• Developments in respect of human resources
• Compliance or Non-compliance of any regulatory, statutory nature or listing requirements and investor service such as non-payment of dividend, delay in share transfer, etc., if any
d. Post-meeting internal communication system:
The important decisions taken at the Board/ Committee meetings are communicated to the concerned departments/ICs promptly. An Action Taken Report is presented to the Board.
F. BOARD COMMITTEES
The Board currently has 5 Committees: 1) Audit Committee, 2) Nomination & Remuneration Committee, 3) Stakeholders' Relationship Committee, 4) Corporate Social Responsibility Committee and 5) Risk Management Committee. The terms of reference of the Board Committees are governed by relevant legislation and/or determined by the Board from time to time. The Board is responsible for constituting, assigning and co-opting the members of the Committees. The meetings of each Board Committee are convened by the Company Secretary in consultation with the respective Committee Chairman. The role and composition of these Committees, including the number of meetings held during the financial year and the related attendance are provided below.
1) Audit Committee
i) Terms of reference:
The role of the Audit Committee includes the following:
• Oversight of the company's financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible.
• Recommending to the Board, the appointment, re-appointment, terms of appointment and, if required, the replacement or removal of the statutory auditor and the fixation of audit fees.
• Approval of payment to statutory auditors for any other services rendered by the statutory auditors.
• Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern.
• Reviewing, with the management, the annual financial statements and the audit report before submission to the board for approval, with particular reference to:
1. Matters required to be included in the Directors' Responsibility Statement to be included in the Board's report in terms of subsection (5) of Section 134 of the Companies Act, 2013
2. Changes, if any, in accounting policies and practices and reasons for the same
3. Major accounting entries involving estimates based on the exercise of judgment by management
4. Significant adjustments made in the financial statements arising out of audit findings
5. Compliance with listing and other legal requirements relating to financial statements
6. Disclosure of any related party transactions
7. Qualifications in the draft audit report.
• Reviewing, with the management, the quarterly financial statements before submission to the board for approval.
• Reviewing, with the management, the statement of uses/application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document/prospectus/notice and the report submitted by the monitoring agency monitoring the utilisation of proceeds of public or rights issue, and making appropriate recommendations to the Board to take up steps in this matter.
• Reviewing, with the management, performance of statutory and internal auditors, and adequacy of the internal control systems.
• Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage, frequency and performance of internal audit.
• Discussion with internal auditors about any significant findings and follow up there on.
• Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the board.
• To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors.
• To review the functioning of the Whistle Blower Mechanism.
• Approval of appointment of CFO (i.e., the Whole-time Finance Director or any other person heading the finance function or discharging that function) after assessing the qualifications, experience & background, etc. of the candidate.
• Carrying out any other function as is mentioned in the terms of reference of the Audit Committee.
• The recommendation for appointment, remuneration and terms of appointment of cost auditors of the company.
• Review and monitor the auditor's independence and performance, and effectiveness of audit process.
• Review the management discussion and analysis of financial condition and results of operations.
• Approval or any subsequent modification of transactions of the company with related parties.
• Scrutiny of inter-corporate loans and investments.
• Valuation of undertakings or assets of the company, wherever necessary.
• Evaluation of internal financial controls and risk management systems.
• Monitoring the end use of funds raised through public offers and related matters.
Minutes of the Audit Committee Meetings are circulated to the Board of Directors and discussed, if necessary.
The Audit Committee of the Board of Directors was formed in 1986 and as on March 31, 2016 comprised three Independent Directors and 1 Non-Executive Director.
During the year ended March 31, 2016, 8 meetings of the Audit Committee were held on April 11, 2015, May 29, 201 5, July 31, 2015, October 29, 2015, November 7, 2015, January 28, 2016, February 15, 2016 and March 18, 2016.
In addition to the above, the members of the Audit Committee also meet without the presence of management.
All the members of the Audit Committee are financially literate and have accounting or related financial management expertise.
The Whole-time Director & Chief Financial Officer and Internal Auditor are permanent invitees to the Meetings of the Audit Committee. The Company Secretary is the Secretary to the Committee.
iv) Internal Audit:
The Company has an internal corporate audit team consisting of Chartered Accountants, Cost Accountants and Engineers. Over a period of time, the Corporate Audit department has acquired in-depth knowledge about the Company, its businesses, its systems & procedures, which knowledge is now institutionalized. The Company's Internal Audit function is ISO 9001:2008 certified. The Head of Corporate Audit Services is responsible to the Audit Committee. The staff of Corporate Audit department is rotated periodically.
From time to time, the Company's systems of internal controls covering financial, operational, compliance, IT applications, etc. are reviewed by external experts. Presentations are made to the Audit Committee on the findings of such reviews.
2) Nomination & Remuneration Committee (NRC) i) Terms of reference:
• Identify persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down by the Committee;
• Recommend to the Board appointment and removal of such persons;
• Formulate criteria for determining qualifications, positive attributes and independence of a director;
• Devise a policy on Board diversity;
• Formulation of criteria for evaluation of directors, Board and the Board Committees;
• Carry out evaluation of the Board and directors;
• Recommend to the Board a policy, relating to remuneration for the directors and key managerial personnel (KMP);
• Administration of Employee Stock Option Scheme (ESOS).
The Committee has been in place since 1999. As at March 31, 2016, the Committee comprised of 3 Independent Directors and the Group Executive Chairman.
During the year ended March 31, 2016, 7 meetings of the Nomination & Remuneration Committee were held on April 3, 2015, May 30, 2015, July 31, 2015, September 21, 2015, October 30, 2015, January 29, 2016 and February 23, 2016
iv) Board Membership Criteria:
While screening, selecting and recommending to the Board new members, the NRC ensures that the Board is objective, there is absence of conflict of interest, ensures availability of diverse perspectives, business experience, legal, financial & other expertise, integrity, managerial qualities, practical wisdom, ability to read & understand financial statements, commitment to ethical standards and values of the Company and ensure healthy debates & sound decisions.
While evaluating the suitability of a Director for re-appointment, besides the above criteria, the NRC considers the past performance, attendance & participation in and contribution to the activities of the Board by the Director.
The Independent Directors comply with the definition of Independent Directors as given under Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015. While appointing/re-appointing any Independent Directors/Non-Executive Directors on the Board, the NRC considers the criteria as laid down in the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015.
All the Independent Directors give a certificate confirming that they meet the "independence criteria" as mentioned in Section 149(6) of the Companies Act, 2013 and SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015.
These certificates have been placed on the website of the Company.
v) Remuneration Policy
The remuneration of the Board members is based on the Company's size & global presence, its economic & financial position, industrial trends, compensation paid by the peer companies, etc. Compensation reflects each Board member's responsibility and performance. The level of compensation to Executive Directors is designed to be competitive in the market for highly qualified executives.
The Company pays remuneration to Executive Directors by way of salary, perquisites & retirement benefits (fixed components) & commission (variable component), based on recommendation of the NRC, approval of the Board and the shareholders. The commission payable is based on the performance of the business/ function as well as qualitative factors. The commission is calculated with reference to net profits of the Company in the financial year subject to overall ceilings stipulated under Section 197 of the Companies Act, 2013.
The Independent Directors/Non-Executive Directors are paid remuneration by way of commission & sitting fees. The Company pays sitting fees of Rs. 50,000 per meeting of the Board and Rs. 25,000 per meeting of the Committee to the Independent Directors/ Non-Executive Directors for attending the meetings of the Board & Committees. The commission is paid subject to a limit not exceeding 1% p.a. of the profits of the Company as approved by shareholders (computed in accordance with Section 197 of the Companies Act, 2013).
The commission to Independent Directors/ Non-Executive Directors is distributed broadly on the basis of their attendance, contribution at the Board, the Committee meetings, Chairmanship of Committees and participation in IC meetings.
In the case of nominees of Financial Institutions, the commission is paid to the Financial Institutions.
As required by the provisions of Regulation 46 of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, the criteria for payment to Independent Directors/Non-Executive Directors is made available on the investor page of our corporate website www.larsentoubro.com
Performance Evaluation Criteria for IDs:
The performance evaluation questionnaire covers specific criteria with respect to the Board & Committee composition, structure, culture, effectiveness of the Board and Committees, functioning of the Board and Committees, information availability, etc. It also contains specific criteria for evaluating the Chairman and individual Directors.
• Notice period for termination of appointment of Deputy Managing Director and other Whole-time Directors is six months on either side.
• No severance pay is payable on termination of appointment.
• Details of Options granted under Employee Stock Option Schemes are provided on the website of the Company www.larsentoubro.com
3) Stakeholders' Relationship Committee (SRC):
i) Terms of reference:
The terms of reference of the Stakeholders' Relationship Committee are as follows:
• Redressal of Shareholders'/Investors' complaints
• Allotment, transfer & transmission of Shares/Debentures or any other securities and issue of duplicate certificates and new certificates on split/consolidation/renewal etc. as may be referred to it by the Share Transfer Committee.
As on March 31, 2016, the Stakeholders' Relationship Committee comprised of 1 Non-Executive Director, 1 Independent Director and 1 Executive Director.
During the year ended March 31, 2016, 4 meetings of the Stakeholders' Relationship Committee were held on May 30, 2015, July 31, 2015, October 30, 2015 and January 29, 2016.
Meetings held during the year are expressed as number of meetings eligible to attend.
@ ceased to be a member w.e.f. 21.09.201 5
# appointed as a member w.e.f. 21.09.201 5
Mr. N. Hariharan, Company Secretary is the Compliance Officer.
iv) Number of Requests/Complaints:
During the year, the Company has resolved investor grievances expeditiously except for the cases constrained by disputes or legal impediments.
During the year, the Company/its Registrar's received the following complaints from SEBI/Stock Exchanges and queries from shareholders, which were resolved within the time frames laid down by SEBI.
* Investor queries shown outstanding as on March 31, 2016 have been subsequently resolved. The substantial increase in number of queries is on account of the Company's repeated reminders to shareholders regarding unclaimed shares and dividends.
The Board has delegated the powers to approve transfer of shares to a Share Transfer Committee of Executives comprising of four Senior Executives. This Committee held 48 meetings during the year and approved the transfer of shares lodged with the Company.
4) Corporate Social Responsibility Committee (CSR Committee):
i) Terms of reference:
The terms of reference of the CSR Committee are as follows:
(a) formulate and recommend to the Board, a Corporate Social Responsibility Policy which shall indicate the activities to be undertaken by the Company;
(b) recommend the amount of expenditure to be incurred on the activities referred to in clause (a); and
(c) monitor the Corporate Social Responsibility Policy of the Company from time to time.
As on March 31, 2016, the CSR Committee comprised of 1 Independent Director and 2 Executive Directors.
During the year ended March 31, 2016, 4 meetings of the CSR Committee were held on April 7, 2015, June 30, 2015, December 11, 2015 and March 22, 2016.
G. OTHER INFORMATION
a) Directors' Familiarisation Programme:
All our directors are aware and are also updated as and when required, of their role, responsibilities & liabilities
The Company holds Board meetings at its registered office and also if necessary, in locations, where it operates. Site/factory visits are organized at various locations for the Directors.
The internal newsletters of the Company, the press releases, etc. are circulated to all the Directors so that they are updated about the operations of the Company.
This information is also available on the website of the Company www.larsentoubro.com
b) Information to directors:
The Board of Directors has complete access to the information within the Company, which inter alia, includes items as mentioned on Pages 80 to 81 in this Annexure to the Directors' Report.
Presentations are made regularly to the Board/ NRC/Audit Committee (AC) (minutes of AC, NRC, SRC and CSR Committee are circulated to the Board), where Directors get an opportunity to interact with senior managers. Presentations, inter alia, cover business strategies, management structure, HR policy, management development and succession planning, quarterly and annual results, budgets, treasury policy, review of Internal Audit, risk management framework, operations of subsidiaries and associates, etc.
Independent Directors have the freedom to interact with the Company's management. Interactions happen during Board/Committee meetings, when senior company personnel are asked to make presentations about performance of their Independent Company/Business Unit, to the Board. Such interactions also happen when these Directors meet senior management in IC meetings and informal gatherings.
c) Risk Management Framework:
Please refer to Page 66 of the Board Report.
d) Vigil Mechanism/Whistle Blower Policy :
Please refer to Page 69 of the Board Report.
e) Statutory Auditors:
Please refer to Page 70 of the Board Report.
f) Code of Conduct:
The Company has laid down a Code of Conduct for all Board members and senior management personnel. The Code of Conduct is available on the website of the Companywww.larsentourbo.com The declaration of Group Executive Chairman is given below:
1. During the year, there were no transactions of material nature with the Directors or the Management or relatives or the related parties that had potential conflict with the interests of the Company.
2. Details of all related party transactions form a part of the accounts as required under AS 18 and the same are given on pages 274 to 287 of the Annual Report.
3. The Company has followed all relevant Accounting Standards notified by the Companies (Accounting Standards) Rules, 2006 while preparing the Financial Statements.
4. The Company makes presentations to Institutional Investors & Equity Analysts on the Company's performance on a quarterly basis. The same is also available on our website www.larsentoubro.com
5. There were no instances of non-compliance, penalties, strictures imposed on the Company by the Stock Exchanges on any matter related to the capital markets, during the last three years.
6. The policy for determining material subsidiaries and related party transactions is available on our website www.larsentoubro com.
7. Details of risk management including foreign exchange risk, commodity price risk and hedging activities form a part of the Management Discussion & Analysis. Please refer to pages 217 to 219 of the Annual Report.
B. UNCLAIMED SHARES
The Company does not have any unclaimed shares from any public issue. However certain shares resulting out of the bonus shares issued by the Company are unclaimed by the shareholders. As required under Regulation 39(4) of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, the Company has already sent reminders in the past to the shareholders to claim these shares. These share certificates are regularly released on requests received from the eligible shareholders after due verification. The balance unclaimed share certificates will be transferred to the Unclaimed Suspense Account as required under the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 shortly.
The eligible shareholders are entitled to claim the shares from the said account upon giving necessary documents.
C. GENERAL SHAREHOLDERS' INFORMATION
a) Annual General Meeting:
The Annual General Meeting of the Company has been convened on Friday, August 26, 2016 at Birla Matushri Sabhagar, Marine Lines, Mumbai -400 020 at 3.00 p.m.
b) Financial calendar:
1. Annual Results of 2015-16 : May 25, 2016
2. Mailing of Annual Reports : Third week of July, 2016
3. First Quarter Results : During the last week of July 2016 *
4. Annual General Meeting : August 26, 2016
5. Payment of Dividend : August 30, 2016
6. Second Quarter results : During last week of October 2016 *
7. Third Quarter results : During last week of January 2017
c) Book Closure:
The dates of Book Closure are from Saturday, August 20, 2016 to Friday, August 26, 2016 (both days inclusive) to determine the members entitled to the dividend for 2015-2016.
d) Listing of equity shares/shares underlying GDRs on Stock Exchanges:
The shares of the Company are listed on BSE Limited (BSE) and the National Stock Exchange of India Limited (NSE).
GDRs are listed on Luxembourg Stock Exchange and traded on London Stock Exchange.
e) Listing Fees to Stock Exchanges:
The Company has paid the Listing Fees for the year 2016-2017 to the above Stock Exchanges.
f) Custodial Fees to Depositories:
The Company has paid custodial fees for the year 2016-2017 to National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL).
) Stock Code/Symbol:
The Company's equity shares/GDRs are listed on the following Stock Exchanges and admitted for trading in London Stock Exchange
BSE Limited (BSE) : Scrip Code - 500510
National Stock Exchange of India Limited (NSE) : Scrip Code - LT
ISIN : INE018A01030
Reuters RIC : LART.BO
Luxembourg Exchange Stock Code : 005428157
London Exchange Stock Code : LTOD
The Company's shares constitute a part of BSE 30 Index of the BSE Limited as well as NIFTY Index of the National Stock Exchange of India Limited.
Registrar and Share Transfer Agents (RTA):
Till 31st May 2016:
Sharepro Services (India) Private Limited, Unit : Larsen & Toubro Limited Samhita Warehousing Complex, Bldg. No.13 A B, 2nd Floor, Off Sakinaka Telephone Exchange Lane, Andheri - Kurla Road, Sakinaka, Mumbai - 400 072.
From 1st June 2016:
Karvy Computershare Pvt. Ltd. Karvy Selenium Tower B, Plot 31-32, Gachibowli, Financial District, Nanakramguda, Hyderabad, Telengana - 500 032
Share Transfer System:
The share transfer activities under physical mode are carried out by the RTA. Shares in physical mode which are lodged for transfer are processed and returned within the stipulated time. The share related information is available online.
Physical shares received for dematerialization are processed and completed within a period of 21 days from the date of receipt. Bad deliveries are promptly returned to Depository Participants (DP's) under advice to the shareholders.
As required under Regulation 40 of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, a certificate on half yearly basis confirming due compliance of share transfer formalities by the Company from Practicing Company Secretary has been submitted to Stock Exchanges within stipulated time.
m) Dematerialization of shares & Liquidity:
The Company's Shares are required to be compulsorily traded in the Stock Exchanges in dematerialized form. The Company had sent letters to shareholders holding shares in physical form emphasizing the benefits of dematerialization.
Outstanding GDRs/ADRs/Warrants or any Convertible Instruments, conversion date and likely impact on equity:
The outstanding GDRs are backed up by underlying equity shares which are part of the existing paid-up capital.
The Company has the following Foreign Currency Convertible Bonds outstanding as on March 31, 2016:
These Convertible Bonds are listed on the Singapore Exchange Securities Trading Limited.
o) Listing of Debt Securities:
The redeemable Non-Convertible debentures issued by the Company are listed on the Wholesale Debt Market (WDM) of National Stock Exchange of India Limited (NSE) and/or BSE Limited (BSE).
p) Debenture Trustees (for privately placed debentures)
IDBI Trusteeship Services Limited Ground Floor, Asian Building, 17, R. Kamani Marg, Ballard Estate, Mumbai - 400 001.
q) Plant Locations:
The L&T Group's facilities for design, engineering, manufacture, modular fabrication and production are based at multiple locations within India including Ahmednagar, Ankleshwar, Bengaluru, Chennai, Coimbatore, Faridabad, Hazira (Surat), Kattupalli (near Chennai), Kanchipuram, Mumbai, Navi Mumbai, Mysuru, Pithampur, Puducherry, Rajpura, Kansbahal (Rourkela), Talegaon and Vadodara. L&T's international manufacturing footprint covers the Gulf (Oman, Saudi Arabia, U.A.E), South East Asia (Malaysia and Indonesia) and the U.K. The L&T Group also has an extensive network of offices in India and around the globe.
r) Address for correspondence:
Larsen & Toubro Limited L&T House, Ballard Estate, Mumbai - 400 001. Tel. No. (022) 6752 5656, Fax No. (022) 6752 5893
Shareholder correspondence may be directed to the Company's Registrar and Share Transfer Agent, whose address is given below:
Till May 31, 2016:
1. Sharepro Services (India) Private Limited Unit : Larsen & Toubro Limited Samhita Warehousing Complex, Bldg. No.13 A B, 2nd Floor, Off Sakinaka Telephone Exchange Lane, Andheri - Kurla Road, Sakinaka, Mumbai - 400 072. Tel No. : (022) 6772 0300/6772 0400 Fax No. (022) 2859 1568/2850 8927 E-Mail : Lnt@shareproservices.com Sharepro@shareproservices.com
2. Sharepro Services (India) Private Limited Unit : Larsen & Toubro Limited 912, Raheja Centre, Free Press Journal Road, Nariman Point, Mumbai 400 021. Tel : (022) 6613 4700 Fax : (022) 2282 5484
From June 1, 2016:
1. Karvy Computershare Pvt. Ltd. Unit : Larsen & Toubro Limited Karvy Selenium Tower B, Plot 31-32, Gachibowli, Financial District, Nanakramguda, Hyderabad, Telengana-500 032 Tel : (040) 6716 2222 Toll free number : 1-800-3454-001 Fax : (040) 2342 0814 E-Mail : email@example.com Website : www.karvycomputershare.com
2. Karvy Computershare Pvt. Ltd. Unit : Larsen & Toubro Limited 24-B, Raja Bahadur Mansion, Ground Floor, Ambalal Doshi Marg, Behind BSE Limited, Fort, Mumbai - 400 023. Tel : (022) 6623 5454/5412/5427
s) Investor Grievances:
The Company has designated an exclusive e-mail id viz. IGRC@LARSENTOUBRO.COM to enable investors to register their complaints, if any. The Company strives to reply to the complaints within a period of 3 working days.
t) Securities Dealing Code:
Pursuant to the SEBI (Prohibition of Insider Trading) Regulations, 2015, the Company has suitably modified its Securities Dealing Code for prevention of insider trading with effect from May 15, 2015. The objective of the Code is to prevent purchase and/or sale of shares of the Company by an Insider on the basis of unpublished price sensitive information. Under this Code, Designated Persons (Directors, Advisors, Officers and other concerned employees/persons) are prevented from dealing in the Company's shares during the closure of Trading Window. To deal in securities beyond specified limit, permission of Compliance Officer is also required. All the Designated Employees are also required to disclose related information periodically as defined in the Code. Directors and designated employees who buy and sell shares of the Company are prohibited from entering into an opposite transaction i.e sell or buy any shares of the Company during the next six months following the prior transactions. Directors and designated employees are also prohibited from taking positions in the derivatives segment of the Company's shares.
Mr. N. Hariharan, Company Secretary has been designated as the Compliance Officer.
The Company has appointed Mr. Arnob Mondal, Vice President (Corporate Accounts & Investor Relations), as Chief Investor Relations Officer. The Company also formulated Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information which is available on Company's Website www.larsentoubro.com
u) Awareness Sessions/Workshops on Governance practices:
Employees across the Company as well as the group are being sensitized about the various policies and governance practices of the Company. The Company had designed in-house training workshops on Corporate Governance with the help of an external faculty covering basics of Corporate Governance as well as internal policies and compliances under Code of Conduct, Whistle Blower Policy, Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013, SEBI Insider Trading Regulations, etc. Workshops were conducted during the last year to create a batch of trainers across various businesses. These trainers have in turn conducted training/ awareness sessions within their business and covered more than 41,000 employees in supervisory and above cadre since last year. A similar session was also conducted for senior management by external experts on Compliance & Governance.
The Company will continue to conduct such workshops/sessions on a regular basis.
v) ISO 9001:2008 Certification:
The Company's Secretarial Department which provides secretarial services and investor services for the Company and its Subsidiary and Associate Companies, is ISO 9001:2008 certified.
w) Secretarial Audit as per SEBI requirements:
As stipulated by SEBI, a Qualified Practicing Company Secretary carries out Reconciliation of Share Capital Audit to reconcile the total admitted capital with National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) and the total issued and listed capital. This audit is carried out every quarter and the report thereon is submitted to the Stock Exchanges. The Audit confirms that the total Listed and Paid-up capital is in agreement with the aggregate of the total number of shares in dematerialized form and in physical form.
The secretarial department of the Company at Mumbai is manned by competent and experienced professionals. The Company has a system to review and audit its secretarial and other statutory compliances by competent professionals, who are employees of the Company. Appropriate actions are taken to continuously improve the quality of compliance.
The Company also has adequate software and systems to monitor compliance.